8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 6, 2004

                                 MILACRON INC.
           _________________________________________________________
            (Exact name of registrant as specified in its charter)


   Delaware                     1-8475                         31-1062125
- --------------------   -----------------------------     -----------------------
  (State or other        (Commission File Number)            (IRS Employer
  jurisdiction of                                           Identification No.)
  incorporation)



       2090 Florence Avenue, Cincinnati, Ohio                    45206
- ----------------------------------------------------     ----------------------
      (Address of principal executive offices)                 (Zip Code)



      Registrant's telephone number, including area code: (513) 487-5000
   ________________________________________________________________________
        (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 8.01  Other Events.

On October 6, 2004, Milacron Inc. (the "Company") issued a press release
announcing that the Securities and Exchange Commission declared the
registration statement for the Company's rights offering effective on that
date. Pursuant to the rights offering, the Company intends to sell up to 16.3
million new shares of common stock to its shareholders of record as of 5:00
p.m. EDT on October 18, 2004. The press release is filed as Exhibit 99.1
hereto.


ITEM 9.01. Financial Statements and Exhibits.

      (c) Exhibits.

Exhibit  No.            Description
- --------------------    -------------------------------------------------------
99.1                    Press release of Milacron Inc. dated October 6, 2004.





                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      Milacron Inc.



Date:   October 6, 2004               By:   /s/ Robert P. Lienesch
                                           ------------------------------------
                                           Robert P. Lienesch
                                           Senior Vice President - Finance,
                                           Controller and Chief Financial
                                           Officer




                                 EXHIBIT INDEX


 Exhibit  No.       Description
- ---------------     -----------------------------------------------------------
 99.1               Press release of Milacron Inc. dated October 6, 2004.

EX-99.1

                                                                  EXHIBIT 99.1


MILACRON
MANUFACTURING TECHNOLOGIES                                        NEWS RELEASE




                   MILACRON LAUNCHES STOCK RIGHTS OFFERING


CINCINNATI, OHIO, October 6, 2004...Milacron Inc. (NYSE: MZ) intends to sell
up to 16.3 million new shares of common stock in a "rights offering" to its
shareholders of record as of 5:00 p.m. EDT on October 18, 2004. The Securities
and Exchange Commission declared the registration statement for Milacron's
rights offering effective as of 4:00 p.m. EDT today.

In approximately two weeks, Milacron will distribute to all shareholders of
record subscription certificates evidencing the right to purchase the new
shares, together with a copy of the prospectus, which describes the terms of
the rights offering in detail. Under the terms of the rights offering, each
holder of common stock (other than any common stock received upon conversion
of Milacron's Series B Convertible Preferred Stock) will be granted 0.452
non-transferable rights for each share of common stock held on the record
date. The number of rights granted to each holder of common stock will be
rounded up to the nearest whole number, and each right will be exercisable for
one share of common stock at a subscription price of $2.00 in cash per share.
Currently, there are approximately 35.8 million outstanding shares of Milacron
common stock, all eligible to receive subscription rights.

The rights offering, which Milacron may cancel at any time, is scheduled to
expire at 5:00 p.m. EST on November 22, 2004, unless extended, at the
company's discretion, to a date no later than January 7, 2005.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
This press release shall not constitute a prospectus. The rights offering will
be made only by means of a prospectus.

Requests for copies of the prospectus may be made by writing to: Innisfree M&A
Inc., 501 Madison Ave., 20th Floor, New York, NY 10022, or by telephone:
toll-free from within the U.S. and Canada (877) 825-8631, or (646) 822-7426
from all other locations. The prospectus will also be made available for
download from the company's website: www.milacron.com.

The forward-looking statements above by their nature involve risks and
uncertainties that could significantly impact operations, markets, products
and expected results. For further information please refer to the Cautionary
Statement included in the company's most recent Form 10-Q on file with the
Securities and Exchange Commission.

                              ------------------

                                    -more-





First incorporated in 1884, Milacron is a leading global supplier of
plastics-processing technologies and industrial fluids, with 3,500 employees
and major manufacturing facilities in North America, Europe and Asia. For
further information, visit www.milacron.com or call the toll-free investor
line: 800-909-MILA (800-909-6452).


CONTACT: AL BEAUPRE  (513) 487-5918